Finseta plc has conditionally raised about £1.57m and brought in a new strategic investor, Homa Holdings, which is expected to hold 19.9% of the company after a series of share issues and conversions.
The payments company, which offers multi-currency accounts to businesses and individuals through its proprietary technology platform, said its wholly owned subsidiary Finseta Payment Solutions Limited has entered into a new strategic affiliate relationship with Amir Mehrad, the sole shareholder of Homa Holdings Ltd.
Alongside the affiliate arrangement, Finseta announced aggregate gross proceeds of approximately £1.57m, including about £1.47m from Homa. The funds are being raised through a firm subscription for new ordinary shares and zero-coupon convertible loan notes subscribed for by Homa, together with a separate subscription from Joshua James Clarke.
Strategic investor and affiliate relationship
Under the affiliate agreement, Mr Mehrad will introduce prospective customers to the group for its currency exchange and international payments products. Finseta believes this could contribute incremental revenues and support revenue growth.
Homa is a newly formed entity incorporated in the Abu Dhabi Global Market and wholly owned by Mr Mehrad. Finseta described him as a financial services entrepreneur and said he founded Effective FX Limited in 2012, where he served as chief executive until the business was sold to Equals Group plc.
As part of the investment, Homa will subscribe for 7,918,638 new ordinary shares at 6.1174p each, which Finseta said is the 10-day volume-weighted average price of its shares as at 2 November 2026. Homa will also subscribe for zero-coupon unsecured convertible loan notes with a principal amount of about £989,231.
Those loan notes are proposed to convert into 16,170,774 new ordinary shares at the issue price, subject to FCA approvals and shareholder resolutions at a general meeting. The Homa CLNs will not be used by the company before conversion, will carry no interest and will not be transferable.
Finseta said that if the conversion conditions are not met by 6 May 2027, the Homa CLNs must be repaid within ten business days, together with any interest credited to the segregated account.
Ownership position after conversion
Following the equity subscription alone, Homa will hold 7,918,638 ordinary shares, or about 9.9% of Finseta’s issued ordinary share capital. After the CLN conversion and the separate loan note conversion, Homa is expected to hold 24,089,412 ordinary shares, representing approximately 19.9% of the company’s issued ordinary share capital immediately after admission.
Homa will also have the right to appoint a non-voting board observer for as long as it holds at least 9.9% of the company’s issued share capital, subject to the terms of the agreement.
In addition to the Homa investment, Finseta has conditionally raised a further £100,000 from Joshua James Clarke. In total, 9,553,319 ordinary shares will be issued under the firm subscription at the issue price.
The company said the net proceeds of the firm subscription and, following conversion, the proceeds of the Homa CLNs are intended to support its growth strategy.
Loan note conversion and balance sheet impact
Finseta has also agreed a deed with Robert O’Brien, its chief commercial officer, under which he will convert his outstanding £1.8m principal amount of 8.5% unsecured loan notes into ordinary shares and deferred shares.
The conversion is conditional on shareholder approval and FCA approvals. If the conditions are not satisfied by 6 May 2027, the deed will terminate and the loan notes will remain outstanding on their current terms, including repayment on 31 December 2028.
The company said the loan note conversion is designed so that Mr O’Brien holds 29.9% of Finseta’s ordinary shares in issue immediately after admission, or such lesser percentage as may be needed to avoid any person acting in concert with him holding 30% or more of the voting rights.
On that basis, £1,522,946 of the loan amount will convert into 24,895,311 new ordinary shares, while the remaining £277,054 will convert into 4,528,954 deferred shares.
Finseta said the deferred shares will have no voting rights, no right to dividends or other distributions, cannot be transferred and will not be admitted to trading on AIM. It added that the conversion will eliminate the company’s principal indebtedness under the loan notes and remove the associated repayment obligation.
The entry into the loan note conversion deed and the conversion itself constitute a related party transaction under the AIM Rules. Finseta said its directors, having consulted with nominated adviser Shore Capital, consider the terms fair and reasonable for AIM shareholders.
Admission and shareholder approvals
Application will be made for 9,553,319 firm subscription shares to be admitted to trading on AIM, with admission expected at 8.00 a.m. on or around 11 November 2026.
Following that admission, the total number of ordinary shares in issue will be 79,986,237. Finseta said it does not hold any shares in treasury.
Conditional on shareholder approval and FCA approvals, the company will also apply for 41,066,085 new ordinary shares issued under the CLN conversion and loan note conversion to be admitted to trading on AIM. That admission is expected during the first half of 2027.
The company said a circular and notice of general meeting will be published in the coming days. David Ryan, the directors and Robert O’Brien have entered into irrevocable undertakings to vote in favour of all the resolutions, covering 20,775,047 ordinary shares in total.
Finseta’s chief executive James Hickman said the company was “delighted to welcome our new investors to the shareholder register” and said the fundraising would help accelerate growth, particularly in Dubai. Amir Mehrad said he looked forward to supporting the team as an active, long-term shareholder, particularly in developing what he sees as an opportunity in Dubai and the wider region.
